


Free Agent

by Leaper



Category: Ultimate Spider-Man (Cartoon)
Genre: Mentions of Canon Abuse/Neglect
Language: English
Status: In-Progress
Published: 2016-01-10
Updated: 2016-01-26
Packaged: 2018-05-12 23:46:23
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 14,883
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5686282
Author URL: https://archiveofourown.org/users/Leaper/pseuds/Leaper
Summary: <blockquote class="userstuff">
              <p>So Flash Thompson is a superhero now. Kind of. Sort of. He's getting there, all right? But that also means he has a genetically engineered symbiote attached to his DNA, but that can't POSSIBLY create any problems, right?</p><p>A few steps — and stumbles — on Agent Venom's path to being a hero.</p>
            </blockquote>





	1. Chapter 1

"... So... you're Spider Man."

" _Yes,_ Flash. I said yes the last forty two times you said that, and I'll say yes the _next_ forty two times you say that. Look: mask, Spider Man. No mask, Peter Parker. Spider Man, Peter Parker. Spider Man, Peter Parker."

"I get it, geez! It's just... That means, the entire time I was pushing you around...?"

"Yeah."

"Then... why didn't you totally kick my ass? ... I would've deserved it."

"... Yeah, you would have. But that's not how a hero operates. You know that now, right?"

"... Yeah. Maybe that means... Maybe that means I'm still not really a hero."

"... Look, Flash, even I didn't start out as a hero. I went through a lot of crap to get there... Crap I hope you never have to go through. But you're trying, and that's the important part. Hey, didn't you try to shove me out of the way of that statue that one time? I mean, I didn't need it, but you tried, even back then. That's something, right?"

"Yeah. That's 'cause of you, you know."

"I know. And that honestly makes me a teeny bit uncomfortable."

"That makes two of us."

"..."

"..."

"You think...?"

"Yeah, I think. A lot, actually. Probably more than I should."

"Heh, I can't believe I didn't figure you out. You and Spidey got the same sense of humor."

"If you'd figured it out before, your head might've exploded."

"You're probably right."

"Anyway, you said... you think...?"

"Wha-? Oh, yeah. You think I can... I can do this whole hero thing?"

"You've got a pretty good start on it. You want to, and that's a big step. Just as long as you remember..."

"I know, I know. I just..."

"Yeah?"

"I'm sorry, okay? I'm sorry for all the crap I put you through."

"You've apologized before."

"I know, but I feel like I need to do it again. 'Cause I'm trying to be a hero now and all. So... yeah. I'm sorry."

"Okay. Then... I accept your apology. Again."

"..."

"Do you need a hug?"

"... What?"

"You know, just... a bro-hug. You look like you need it. And considering we just saved New York and I had a great talk with my Aunt May, I'm up to it if you are."

"... Dude, no offense, but I'd rather chop my legs off. It'd just be too weird."

"Okay, fine. Just asking."

"Yeah, well... Thanks for everything, Peter."

"... No problemo. Oh, hey, I have stuff to do, so I'll talk to you later, okay?"

"Sure. We're just gonna go grab some lunch."

"Yeah? Who with?"

"What do you mean?"

"You said 'we're' gonna grab some lunch. I was just wondering who 'we' are."

"Uh, no, I said _I'm_ gonna go grab some lunch. Like, by myself. You musta heard me wrong. ... Hey, Pete... Are you okay?"

"Huh?"

"You look kinda spaced out there for a second."

"Wha-? Oh, yeah, sure. It's nothing. I'm sure it's nothing..."


	2. Chapter 2

Usually, watching explosions wouldn't make a person thoughtful. But right now, in Spider Man's case, it did.

"Aw, man, too easy," Agent Venom griped as the last drone fell from the sky and crashed to the floor.

"Oooh, don't say that," Spider Man groaned. "Last time Luke said something like that, Fury heard him, and that's why we had to do the LMD Blob thing."

"Ugh, I remember that. I think my liver's still kinda squished."

"But yeah, you're getting pretty good. I mean, from your first day, you were doing pretty good. You kicked the Beetle's butt the first time you fought him, and he's a mechanical genius and a professional mercenary."

The symbiote flowed away from Flash's face. "I remember that," he said with a cackle and a toothy grin. "Guess all the sports I played helped. But it was like I just _knew_ what to do an' how to fight. I was kinda surprised myself."

Spider Man was glad he had the mask on, because his wince would've immediately attracted attention. It was too much of a reminder of lingering questions he didn't have answers to. Or at least, he did have tentative answers — only they were ones he didn't like. Not at all.

"Hey, Pet— Uh, Spider Man?" Spider Man nodded in approval at the correction; it took Flash a while to get used to not calling his classmates by anything but their code names when in costume. It seemed the habit was starting to sink in. "You thinkin' about something?"

 _Uh oh. Has my mask gone transparent or something? Or did Flash turn into Mr. Sensitivity somewhere along the line?_ "Uh... Why do you ask that?"

"I dunno. It just looked like you were kinda a million miles away while I was training."

"You could tell?" Flash shrugged, which only made Spider Man wonder even more just what Venom was doing to Flash's brain and senses. Fortunately, he'd been thinking about more than that — something he could actually bring up. "Well... Yeah, I was thinking about your weaponry. You absorbed it from the Beetle, right?" Flash nodded. "But you're actually not firing actual rockets, are you? They're made out of... symbiote... stuff... right?"

"I... think so?"

"So I was wondering: if you're firing rockets made of... Venom, then maybe you can control them while they're in flight. Like a guidance system."

"Huh. Never thought of that. I want to try. Gimme another drone." The faux mask flowed back over his head as Spider Man tapped on the console in front of him, and another combat drone descended from a panel in the ceiling.

"Now don't even aim at it." Agent Venom faced several feet to the right of it, but kept eye contact. "Maybe try thinking about the missiles hitting the target."

"Um... How am I supposed to do that?"

"Why are you asking me? I don't know! Just... do whatever it is you do when you make tentacles or whatever."

"Okay... Here goes." A pair of black rocket launchers formed out of his shoulders, and fired a barrage of missiles. They streaked toward the empty air to the right of the drone, but Spider Man saw the white eyeholes (or whatever they were) on Agent Venom's face squint in concentration.

Abruptly, the missiles swerved to the left, each one slamming into the drone with thunderous blasts. When the smoke cleared, there was nothing left of it but a pile of charred but fortunately easily recycled parts.

"Ohmigosh!" Agent Venom gasped. "I did it! I actually did it!" He began dancing from one leg to the other, fists pumping the air in triumph. "We're more awesome than _ever_ now!"

One word immediately extinguished any pride or pleasure Spider Man had just felt at the discovery. "Uh... Yeah, that's... great." He gulped. "So, uh... How do you feel?"

"Huh? Feel? Fine. Better than fine." The mask flowed away again. "Except I still feel like there's a lot more I can do with this. Felt that way for a long time. I mean, I'm still wearing the same pads I had on the first time I got this thing 'cause it won't come off." He gestured at the rest of the "costume" covering his body. "And I dunno why, but there's something in my brain sayin' that I can do so much more cool stuff, but I don't know how yet." He shrugged. "It's kinda weird. But my entire life's turned kinda weird, y'know?"

"Believe me, I know." But there was much more that he didn't know — that Flash himself probably didn't know.

And that was the entire problem.

* * *

"I knew it!" Spider Man ranted as he paced. "I knew a homicidal cannibalistic symbiote made by Osborne just wouldn't roll over like a puppy just because it found a host it kind of liked!"

"Well, we're entering—" Dr. Connors paused. "Sorry, but could you come down? I'm getting a crick in my neck."

"What? Oh, sure." With a graceful flip, Spider Man launched himself off the ceiling and back onto the floor in front of the doctor.

"Thank you. As I was saying, we're entering uncharted territory with the symbiote. I wasn't able to do a lot of testing on it before it became dangerous, and it's undoubtedly gone through some kind of... evolution while it was loose. I believe that's why it didn't bond permanently to Flash the first time it took him over. Obviously, we can study it _now_ , but without a previous baseline, it's hard to say what sort of changes have already taken place."

Spider Man rubbed the back of his head. "Yeah, something's definitely different this time. When Harry Osborne was Venom, I could hear when he was in control and when Venom was, just by whether they used 'I' or 'we'. But now, he still sounds like Flash, all the time, even when he does use 'we.'"

"Sounds encouraging. But you're still concerned."

"Of course I'm concerned! Especially now that we know we can't get that thing off him! Whatever happens now, we're all stuck with it, and if there's even the slightest chance he could go all fangy and drooly again... Even when he was being a bully, I didn't want him hurt, and you and I both know Fury and SHIELD will make his life miserable if they get even a whiff of a chance he could get out of control."

Conners tapped his chin thoughtfully. "Let me ask you this: when was the last time your spider sense went off because of him or the symbiote?"

Spider Man paused to consider. "A long time. Actually, I don't think they ever did. Huh." He shook his head. "But maybe it's immune to my spider sense or something. You said it yourself: who knows what's changed? None of us do, not even Flash, and I think that's a problem."

"You could be right. It all depends on how much of Venom — the original Venom — is left in Flash. It's a difficult question, especially since we don't know exactly what the 'original Venom' _was_ , mentally, to begin with."

Spider Man sighed. "The thing was created from me. Why couldn't it think like me too? Wait, that'd be really weird. But at least then we could defeat it while it's stuck in an imagine spot..."

Dr. Conners had no idea what he was talking about, but decided not to question. It was always better not to question. "Believe me, Flash is being closely observed..."

"And that's supposed to make me feel better how?"

"Look, Fury is... Well, he's..." Conners looked around, as if trying to find a sign of a hidden mike, or Fury himself lurking in the shadows.

"A paranoid hardass?"

"If you knew what he did, you'd probably be paranoid too."

"Touche."

"My point is, he's fair," Conners continued. "He took me back, and I did a lot more damage than Flash has." Ah. Maybe, Spider Man thought, that was what this was all about, on some level, at least for the good doctor. "If nothing happens, nothing happens, and Flash has nothing to worry about."

"And if it does?" Spider Man asked quietly.

"Then I think you and I both know you'd be first in line to do something about it." And he was right, dammit.


	3. Chapter 3

It was better than Flash could've ever dreamed.

Besides sports (as he got better, his dad — when he was actually around — grudgingly admitted that maybe he wasn't too bad at it), comic books had been one of his only refuges from life as a kid. Devouring each issue, knowing that they chronicled the real life adventures of awesomely powerful people protecting the world from villains... It was pretty cool, thinking about them out there, standing strong in the face of evil...

Maybe he'd get his own comic book someday? Wouldn't that be awesome?

Because he was one of _them_ now. One of those heroes. Well, maybe not completely yet, but soon! Yeah, he'd been totally willing to give Venom up because Spider Man asked him to, but now, nobody had any choice, which let him completely off the hook. It was like it was meant to be.

He could lift — much more than he ever could before. He could fly — well, not technically, but the web swinging was about as close as you could get without actually being able to fly, like Nova. He could fire _missiles_ out of his _shoulders_. How cool was _that_? He didn't even know he could do that, not for sure, until he actually did it, and when he did, it was like he'd been doing it his whole life.

(Something tickled at the back of his brain when he thought about this — something that echoed Spider Man, and wondered how he could've possibly known how to fight so good after having Venom for only a few minutes. But that tickle was drowned out in the sheer _cool_ of it all.)

One funny thing, though: one of the reasons why Spidey was his idol (and he was Peter Parker all this time; how mind blowing was _that_?) was that he seemed to have a lot of fun fighting crime. His jokes were, like, legendary, all faithfully reprinted in the comic books; just that one thing made his time alone at home with his comics a hundred times better. But when it came to him, Flash, he was so _serious_ about making sure he knew what he was doing, that he wanted to do this, and on and on and on. It was so un-Spidey-like it kinda gave him a headache.

Seriously, of _course_ he wanted to do this. As for knowing what he was doing... Well, maybe he didn't know all of it yet; his first fight was pretty badass, but it also told him how much more there was to learn, because man, this hero stuff was a lot harder than the comics told him. But he was learning, and unlike at his boring old high school, he _wanted_ to learn. Even the usual stuff like history and math was a million times better in the Triskelion, with all that awesome tech around him.

And man, when he was fighting... Or even just training... The _rush_ of being in the middle of a huge brawl, taking down bad guys... Sure, there was a lot of touch-and-go — that thing with Zola could've ended bad, real bad — but they'd always come through in the end. And these powers...

He was actually a freakin' _superhero_.

Even when he was just dreaming dreams instead of living them, even when he read the comics and the papers (not the Bugle, though, since they were jerks to Spidey) and followed all the exploits and imagined himself being right in the middle of them, deep down, he never thought it'd actually ever _happen_. He figured he'd be stuck with his normal life in his normal school...

( _"That's all you're gonna get, Eugene!"_ )

... Then go to a normal job for the rest of his normal existence.

But the Venom symbiote, of all things, turned his entire life completely upside-down, and for the better.

Now he was training with a super secret government spy agency, fighting supervillains alongside his _idol_ , Spider Man. Him, Flash Thompson! This was his life now!

Was there _anything_ about this whole thing that wasn't completely awesome?

No. No, there wasn't.

* * *

**And now for someone completely different...**

"All units, be advised of major incident ongoing at the corner of—"

Then the energy blast blew apart my squad car. I wondered who'd be reimbursing the NYPD this time: Reed Richards? Tony Stark? If they weren't richer than God, the city would probably be bankrupt fifty times over by now.

I was barely able to dive for cover behind another car before the explosion. Unlike my partner, who'd only been a patrol officer for a few months, I knew enough to clap my hands over my ears the instant I was covered, so once the blast passed, I was still able to hear. He looked completely out of it — probably at least half deaf. He wouldn't be much good for a while.

"Stay put!" I yelled at him.

"What?!"

I groaned. Hopefully, he'd figure out what I was trying to say. I peeked over the hood of the car; there was a flaming crater where our patrol car used to be, but whatever had shot at us had moved on. Keeping low to the ground, just in case, I scampered towards the end of the block.

I could hear chaos all around me: distant explosions, shouts, screams. But my responsibility was to civilians; it wasn't like an average officer like me was going to do much good against whoever — or whatever — was attacking the city this week. A group of people were running towards me, away from clouds of dust billowing down the cross street. "This way!" I yelled, pointing away from the battle, towards the direction from which I'd come, the only way I knew was safe. One good thing about being a uniformed NYPD officer was that they saw my outfit and accepted my word without question or hesitation. I watched the small crowd passed, waited until they disappeared down the block, before moving on.

I don't know when the silence came, but when I realized it had, it was eerie. I couldn't hear a thing besides the crackling of flame and the wind blowing through an alley. It was unbelievable how quickly and completely a block in the middle of New York City could empty out. Then again, that was partly thanks to the evacuation routes posted everywhere by the mayor. Weird things happened _just_ often enough to keep people in practice and just a little paranoid. I don't know if I'd call it "getting used to it," especially since the cause of the destruction varied so much, but most New Yorkers I knew just accepted the occasional disruption as the price they paid for living in the greatest city on the planet. I sure did.

In the middle of that silence, I was just starting to accept that I may have been alone when I turned the corner.

I'll admit: I screamed. I screamed like a three year old. It was humiliating. But in my defense, my nerves were on edge, he was wearing all black, and it was like he just appeared out of nowhere. He jumped back almost as much as I did — didn't make me feel any better, though.

"Whoa, officer!" he cried out, his voice gravely and deep, the quality and tone clashing badly in my head with what he was actually saying. "Chill! I'm on your side!"

Now that I was actually calming down, I was starting to remember seeing this guy in the news once. "O-okay," I managed to say. I looked him over. "You're one of Spider Man's crew, aren't you?"

"Yup!" There was so much pride in that one word that I could almost see the smirk through his mask. "Agent Venom, at your service, ma'am." He gave me a snappy salute as I tried to tell myself that he called me "ma'am" out of respect for my civil authority, and not because I was old.

"Okay... Agent. What's the situation?"

To his credit, his voice turned dead serious. "Most of the fighting's moved away from here. I've been assigned to look for civilians in trouble."

"Sounds like my job," I said. "Let's look together. Safety in numbers." Besides, if there were any trouble, I knew I'd feel a lot better with a superhero — any superhero — than just depending on my service weapon.

"Sure thing. I've already checked over there."

"Then let's go this way." It felt weird, giving orders (or maybe suggestions) to a costumed kid who was probably stronger than me at least twenty times over, but he obeyed anyway, following me in the direction of the clouds of dust I'd seen earlier. That usually meant structural damage, which could mean danger.

Sure enough, one of the smaller buildings had mostly collapsed. My stomach churned as I prayed in my mind that the people who'd lived and worked in there already evacuated. The building — or maybe ex-building — had a small bodega in its corner; the collapse fell mostly away from that corner, leaving the bodega partially pancaked, but mostly intact.

It was from that bodega that I heard faint groans.

I looked over at Agent Venom; he was already staring back at me. He must've heard it too. "There's someone in there!" he cried.

Nodding, I ran towards the entrance. The shutter had fallen, and shelving and merchandise further blocked the doorway. "Can you clear this out?" I asked him.

"On it!" A series of black tentacles sprouted from his shoulders and sides, whipping out with almost dizzying speed. They grasped at the shutter, yanking it out of the doorway with a metallic groan, then plucked boxes and shelves into a haphazard pile in the middle of the street. I gaped; I'd never had much chance to see heroes in direct action, given that I was usually either in a shelter or helping civilians away from ground zero during times like this, so getting even this small demonstration of what some of these kids could do... It was pretty astonishing. I was too much in awe to even be jealous then.

In seconds, the way into the darkened store was clear. I hesitated as I looked up at the building; it still hadn't collapsed completely, and definitely looked unstable. But then I heard the groans again, and immediately stepped inside; I had to move fast if there was any chance of finding survivors alive. And hell, maybe luck would be on our side this time.

The ceiling was only a few feet above my head, covered with huge cracks and missing big chunks of plaster. Not good. I saw daylight come through some of the holes, though; that meant there wasn't piles of debris above us, which was a relief, but depending on how the rest of the building ended up falling, that could change pretty quickly.

The groans were getting louder. I found the source behind the counter. A man — probably the owner — was lying on the floor, his legs pinned by a set of shelves and some bits of the ceiling. He was dusty and dazed, but he looked okay — for now. He stared up at me with wide, pain-clouded eyes as I approached.

"Look around, see if there's anyone else in here," I said to Agent Venom. He nodded and ducked into a far corner of the room while I turned my attention back to the bodega owner. "Don't worry," I said soothingly. "We'll have you out of there in no time." I began clearing some of the debris off the man's legs. "Are you all right?"

"Yes, I'm fine," he mumbled, barely understandable; he was this close to going unconscious from shock.

"We'll get you to some help."

"We...?"

"Was there anyone else in the store, sir?"

"I... don't think so...?"

I shoved at the shelves; they were heavy, and only inched aside under my push. I hoped I wasn't doing any further damage to the man's legs, but at the moment, they weren't my top priority. "Hey," I called back to Agent Venom, "find anyone?"

"Nope!"

"Then can I get some help here?"

"Yeah, I'm com—"

All three of us froze dead when we heard it: the loud groan from the outside — right above us — that seemed to vibrate the entire room.

"Oh, sh—"

The groan turned into a deafening roar that shook the ceiling above us. Daylight flooded into the room as the entire place seemed to break apart. My ears popped. I threw myself over the bodega owner without thinking; my mind was too busy saying my final Hail Mary...

But death didn't come as quick as I thought. In fact, it didn't come at all. It took me a few seconds to open my eyes. That's when I saw Agent Venom, now standing hunched just a foot away from us, bearing the ceiling on his shoulders and upper back. The rest of the ceiling had completely broken away, but the part above us was held together; I could barely see what looked like webbing crisscrossing its entire surface. He was facing me, his head bowed under the weight, those white eyeholes on his mask turned up in what looked like agony. Considering what he was doing, I wouldn't have been surprised if that was what it was.

Agent Venom groaned, which snapped me back to reality. I tried shoving the shelves off the bodega owner's legs again, but again, it only budged a few inches. "Dammit."

"I..." Agent Venom's legs buckled, and the ceiling dropped; my stomach did too. "I can't... hold on..."

This was it. I knew it clear to my soul. There was no way I was going to leave Agent Venom or the bodega owner behind, so this kid was the only hope we had of staying alive the next few seconds. I was going to have to do what I could. But what could I do? Talk him through this?

...

Oh, hell, why not?

"You can," I said, trying to keep the tremor out of my voice.

"I can't..." The ceiling dropped even more; water from a broken pipe spilled over his head. I could see his back, his shoulders, his legs straining, but he was still keeping all that weight up somehow... for now. "Get outta here, it's gonna..."

"Not without the bodega owner," I said flatly, "and not without you."

"You gotta run..."

"Sorry, I'm NYPD. That's not the way we operate."

"It's so heavy, I can't..."

"C'mon, Agent, stop saying 'can't'." I was running out of words, and breath, but desperation kept me talking. The bodega owner went still underneath me; I could only imagine what he was thinking. "You've got this."

"I don't want you to die..." It was almost a whimper.

"Neither do I, but I don't want you or this man to die either." I was amazing myself how calm I sounded, considering how very NOT calm I was feeling. "This is what being a hero is all about, kid: seeing it through to the bitter end." The ceiling was shaking now, hard, but it wasn't moving. Was that a good sign? I pushed on. "People are depending on you, Agent. They're depending on you every day." Great, what the hell was I doing, putting even more pressure on the kid? But if it kept him from giving up, it was worth it. And let me know how clear _you_ think when you're only a few feet away from being crushed to death. "We're depending on you. But you know what? I'm not worried." Was that a lie? Even I couldn't tell. "Because like I said, you've got this. Anyone who hangs around with Spider Man isn't a quitter or a failure."

"Spidey... He wouldn't give up..." At least, that's what I think he said; I could barely hear him over my own pounding heart. But I could feel the shift — both in the ceiling and in him. Instead of dropping, the weight above us actually rose a little — not much, but a little.

Agent Venom's grunting became louder, his shaking harder. The ceiling rose even more.

"That's it!" I yelled.

He barely seemed to hear me. I could clearly see the muscles working in his arms and chest as his knees slowly straightened. With a roar, he stood up, raising his arms, and the weight in them, fully above his head. The ceiling, and the debris that had fallen on top of it, flipped backwards, smashing into what was left of the bodega behind us.

The sun had never felt so good on my face in my life.

The next few minutes were kind of a blur; I was busy calling in a bus for the bodega owner, not to mention coming down from the adrenaline rush of being a few seconds away from death. It was only when I was satisfied that the bodega owner wasn't in any danger that I realized that Agent Venom wasn't around. Had he gone off somewhere? I'd wanted to thank him...

But no, there he was, sitting on the stoop of a nearby brownstone, elbows resting on his knees, staring off into space. Curious, I approached him.

"Hey," I said. There was no answer. "He's going to be okay. You did it." I nodded in gratitude towards him. "I knew you could."

"You almost died... You both almost died..." The voice was as faraway as anything I'd ever heard.

"But we didn't. And that's thanks to you."

"I almost gave up!" he cried, suddenly sitting up straight and staring at me, mask eyeholes wide. "I almost got killed! I almost got _you_ killed!"

"You weren't the one that brought down that building on top of us..."

"I don't know if I can do this, I didn't even think about this... What if I can't do it next time? What if people actually die because I wasn't good enough? If we didn't make it, it would've been my fault because I was so weak..."

There it was: my nagging doubts about all these teenage heroes showing up and slapping me in the face. I had no idea what Agent Venom looked like under that outfit, but if I did, I _knew_ I would've seen someone no older than my little brother. Was this fair to him? He was a _kid_ , for God's sake. He should've been worrying about homework and a prom date, not feeling the weight of actual human lives in his hands... It took me a long time as a cop to deal with that, and I was an actual adult.

Part of me was tempted to encourage his thinking, to tell him to stop this and go home to his parents right this instant. But at the same time, I knew if I did that, we'd both wonder "what if" for the rest of our lives. Besides, I had no idea what forces were driving this kid to do what he was doing; maybe I'd only make things worse. God only knew what I would've been like if I'd been frustrated before I could even get started with what I wanted to do with my own life.

So instead, I said, "No, it wouldn't have. That would've been on whatever was causing all this, not you. You tried. You wanted to do the right thing. Considering how many people I meet every day who decided to do the exact opposite, that's not a small thing, kid. Believe me, it's not." I took a breath. "You know why I became a cop?" He didn't answer, didn't even move. "Because I wanted to make a difference. I didn't have the best time of things when I was little, so I grew up determined that I wouldn't let anyone else go through what I did. I had the grades, I had the physical skills, so joining the force seemed like a good fit. If I just sat around and did nothing, I would've been wasting everything I was capable of."

"With great power comes great responsibility..." The words sounded like a quote, but if it was, it wasn't one I recognized. But it was apt anyway.

"I agree," I said. "I didn't start out as cop material; hardly anyone does. But I trained. I studied. I worked my ass off. So can you. So can anyone. Besides, you've got friends and teammates, right? I know Spider Man is one. Maybe you can't do it alone, but that's what they're for. That's why I have a partner, and that's why the NYPD is more than a few goons with a gun and a badge: because we all work together for a common goal." He still wasn't moving. I couldn't stand not knowing how he was reacting under that mask, but I went on. "If you think you're weak, then get stronger. I don't know if you superheroes have a school or anything, but even if you don't, that's another thing friends and teammates are for. If you ask them, I'll bet they'd _want_ to help.

"You've got a lot going for you, Agent: your powers, yeah, but most of all, your heart. Your courage. Weaklings don't wade into the fights I see in the Bugle. Like I said, wanting to do good isn't a small thing, but there are a lot of people out there who want to, but never actually do anything about it. You are, and that's exactly what the world needs. You can make a huge difference — but only if you don't give up before you get started."

I was out of words, and out of breath. Agent Venom was looking up at me, but still without response or visible expression. It was damn frustrating. I'll never know if he would've said anything if given time, because we weren't given time.

"Hey!" We both looked down the street, and I immediately recognized White Tiger at the corner — girl power and all that, though would it have killed Spider Man to be friends with more than one woman? It wasn't like there were only four or five female superheroes out there. "Where have you been? We've been trying to raise you on the comm for ten minutes!"

Agent Venom was immediately on his feet. "Sorry. I was helping this officer clear out civilians."

"Well, if you're done, hurry up! The fight's gone to the docks, and it's all hands on deck!"

"I'm coming!" He sprinted by me to join his friend. Halfway in between us, he stopped, turning back to me. He didn't say anything — just nodded. I nodded back, and watched as the two heroes disappeared around the corner, hoping I said and did the right things. It's so hard to tell sometimes.

I was completely exhausted by the time I got back to the precinct a few hours later. I just wanted to get something to eat, then sleep for the next week, but I still had work to do. I finished a pass on the area (all clear), and later heard that the big fight was over (good guys won, of course; I wondered how Agent Venom might've contributed), so all I had left now was the paperwork — probably the worst thing about losing my patrol car. I'd just walked in when I heard someone clapping: Detective Carter from Homicide.

"Hey," he said as he approached me. Dammit, my heart skipped a beat _again_ when I saw him. I told myself for the hundredth time I wasn't some damn teenager with a crush, and he wasn't some handsome jock BMOC. It helped, but not much. "Congratulations. Heard you did good out there. Saved a man's life."

Okay, that was confusing. "What? You heard from who? I haven't even written my reports yet..."

"From the Captain. In fact, he wanted me to tell you to see him as soon as you came in."

All tiredness left me in a snap. "The Captain... wants to see me? Do you know why?"

Carter shrugged, grinning. "Considering what you've been up to today, I don't think he's gonna fire you. Well, there's the patrol car, but that happens all the time to the beat cops. Go on; he's not going to wait for you all night."

He didn't need to tell me twice. I headed straight down the hall, towards the back. The secretary nodded me in when I got to the office. I knocked on the door. "Captain Stacy?"

"Come in." I went into the Captain's office; he was sitting behind his desk, smiling up at me... Okay, this had to be good, right? So why was my heart still pounding? "Sit down." I did. "Good job today," he said. "The bodega owner is still unconscious, but he should be fine. How's your partner?"

"Officer Mulligan's fine, just a little temporary hearing loss, but... how do you know about all this, sir? I haven't even had time to call anything in."

Captain Stacy smiled mysteriously. "Let's just say I was briefed by a direct source." My brain pretty much blew up at this point. With the bodega owner unconscious, I could only think of one other "direct source." But how—? Why—? "You went above and beyond today. Saved lives."

"Well, thank you, sir, but I don't think I did anything any other cop here wouldn't have done..."

"Maybe not, but you've made a decision I've been trying to make the last month very easy."

"Decision...?"

"I hear you're thinking of taking the detective's exam?"

I blinked; this was a pretty sudden change of subject. "Yes, sir, when I have the time..."

"How about Monday?"

I blinked again. It took me a few seconds to actually stop being a dummy and say something. "Monday...?"

"Being Captain has its privileges. I'll personally make sure you have a slot." He raised an eyebrow. "That is, if you think you're ready...?"

I jumped to my feet without thinking. "Of course I am!" I only just managed to not say some stupid cliche like "I was born ready," even though it was true. "I... Thank you, sir!"

"Thank my source," he said, still smiling. "He spoke very highly of you and your bravery. Not that I hadn't noticed it myself, but it confirmed all my impressions of your record." He stood and offered a hand. I managed to actually shake his hand without grinning like an idiot, sweating, or babbling. "You've got a bright future in the NYPD, young lady. I wouldn't be surprised if you're sitting in my chair someday."

"Th-thank you, sir! Again!" Uh oh, almost started babbling there. That wouldn't do, not at all, if I was going to be a detective.

I was going to be a _detective_! Yeah, I still had to pass the exam first, but what was all the studying I was doing all these months, ever since I first became an officer, if not preparing for this moment? I was going to seize this opportunity with all the strength I could bring.

In that moment, I felt like I could take on the world. I actually felt like a superhero. A mere exam wasn't going to stop me. Nothing was going to stop me.

"Go home," the Captain said. "You've earned it, and you've got an exam to prepare for." He saluted; I saluted in return. "Good luck, Officer DeWolff."

I grinned. "Thank you, sir, but I won't need luck." But as I left the Captain's office, I thought of someone who actually did need it — or at least, it wouldn't hurt. "Good luck, Agent Venom," I said under my breath. I'd make a hell of a detective someday soon. I knew that. Somehow, I had that same feeling about the kid I'd met earlier that day.

He was gonna be one hell of a hero.


	4. Chapter 4

"Okay, what the heck is going on?"

Flash looked up sharply at the shadow that had fallen over his entire body. Even if he hadn't looked up, even if he hadn't heard the voice, he would've known it was Rhino... uh, Alex, by its sheer size. "What do you mean?"

Rhi— Alex looked irritated that he even had to be talking to Flash in the first place. Yet he answered. "You haven't been yourself for over a week now. You used to be constantly 'rah rah I love being a superhero and having powers'; it was really annoying. But lately, you don't say anything to anyone and you're just sitting around alone all the time. Everybody's noticed."

Flash blinked. "They did? Then why—?"

"Then why am I the one asking?" Alex huffed. "Because while everyone else is worrying about prying into your business, you're honestly starting to creep me out." He crossed his arms. "So what's going on with you?"

Flash sighed. He didn't know why he started talking, especially to someone he'd had a... _strained_ relationship with until a few short weeks ago, but he did. "You know that big fight we were in?"

Alex snorted. "Which one?"

"The one with those guys with the energy weapons and the weird outfits."

"Which— Oh, wait, the one about a week ago? Yeah, I remember that."

"I was on civilian patrol duty, right? I met up with this cop, and we found a bodega owner trapped in his store, and it's about to collapse."

"I heard about that. I thought I'd hear you talking about that for days." Alex sat down next to Flash. "So what happened? The guy and the cop lived, didn't they?"

"Yeah, but... It was the first time I was actually responsible for someone's _life_. And I almost blew it. I was about to blow it, if that cop hadn't..." He had to gather himself a moment before continuing. "I knew this hero thing was gonna be hard. I figured that out day one. But that was... I didn't know it felt like that, having to actually try to save someone's life. I just... I was this close to completely panicking, and..." His symbiote-enrobed fingers tightened around each other. "It's not gonna change anything, really. I'm gonna stay here. I mean, it's not like I'm gonna learn anything about Venom at Midtown, right? But... what about next time? What if I screw up? What if...?" He dropped off into silence, which stretched out for a long moment.

Until, that is, Alex said, "All right, now you're _really_ creeping me out. What happened to the Flash Thompson I knew? The guy who took what he wanted? The one who walked around Midtown like he owned the place?"

"I thought you hated that guy?"

"I hated his guts! But... it wasn't like _everything_ about him was bad, y'know? If you're going to be a superhero and all that, you have to go in _knowing_ you can save the day, or you're gonna hesitate at a crucial moment. Then you'll _really_ fail."

"Then what do I do?" Flash asked quietly.

"You keep on going! Man, you should be talking about this to Captain America or Falcon or one of the other vets, because I'm just as new to this as you are! All I do know is that you don't stop trying because you're afraid you're gonna fail. I mean, everybody makes mistakes." He paused. "Mine was getting addicted to the mutagen."

"Wait, what?" Flash stared at Alex. He'd never mentioned this before, and he had the strange feeling that this was the first time he'd told this fact to _anyone_ not Coulson or Fury level.

"Oh, God, you're actually surprised," Alex said, glowering. "You really think I would've dealt with the Sinister Six if I was in complete control of my impulses?"

"No! I mean, I didn't think about that! It's not like I knew what was going on back then! But seriously... You were really...?"

"I don't know if it was physical or psychological. Maybe I just got hooked on how I felt when I had so much power." The softness and natural rumbling of Alex's voice almost made the words mash together in Flash's ears. "But I was addicted. I did a lot of things that I'm not proud of... And look at me now." He looked down at his massive hands. "I'm paying the price."

"Dude..." Flash had this urge to reach out, but stifled it. That wasn't what macho superheroes did. Besides, he had no idea if Alex would even appreciate the gesture.

"But you don't see me giving up, do you?" His voice became hard and harsh again. "I've made my choices, so I'm trying to make the best of it. But you! You're living a dream now! What kind of weakling gives up on a dream that easy?"

"I'm not giving up!" Flash shouted, anger flaring; his mask flowed over his head. "It's just...!"

"Yeah, yeah, now you realize that being a superhero means actually having to save lives, and you're not sure you can handle it. Well, if you're not giving up, then you'll have to deal with it. Come on; I'm doing it, and honestly, you think you're better than me, don't you?"

"I...!" Even Flash realized there was absolutely no way to answer that question without sounding like a complete asswipe. But in a weird sort of way, this "pep talk" or whatever the heck it was was actually... working? For the first time in days, he was starting to feel more like his old self. At the least, he was prodded into breaking out of the mental rut he'd been stuck in ever since the bodega, his mind branching out into new suggestions, new possibilities. "Okay... fine." The mask flowed off again. "Maybe I have been kinda moping too much."

Alex looked surprised for some reason. "I... Yeah, you have. The others kind of like the... energy you bring into training; they've actually sort of miss it."

"Really? They've never told me that."

Alex shrugged his huge shoulders. "They didn't want to encourage you." Flash laughed for the first time in days as he stood up. "Hey, you look halfway normal now."

Flash smiled a small smile. "Well, I just made a decision."

"Yeah, what?"

"Later. First I got some people to talk to."

* * *

Nick Fury steepled his fingers together. "Sounds risky," he said bluntly.

"Well, honestly," Dr. Connors said, "we already know Flash is running the risk of being taken over by Venom. At least this way, we're meeting the problem head on."

"I want to do it," Flash said firmly, trying his best to keep his eyes locked onto Fury's... eye. "I've always known that I'm able to do a lot more with the symbiote, and I wanna prove myself. I mean, finally prove myself. Figure out this Venom thing for good." He inhaled. "I want people around here to trust me."

"Fine," Fury said, "but what makes you think that this is the way to do it?"

"Maybe it's not. But at least this way we'll know if there's still some of the 'old' Venom left. If there isn't, we've got nothing to worry about."

"And if there is, this might be poking a monster awake." Fury didn't move an inch as he said, "It's not just us and your classmates you're putting at risk here — it's you. If something goes wrong, you could be lost to Venom forever."

"But like the doc said, that could still happen anyway. And I wanna know — for my sake _and_ everyone else's."

Silence reigned in the office, except for the hum of climate control. Finally, Fury nodded. "Okay. But we take precautions."

"Sure. I understand. Whatever you need to do."

"I have to say, Mr. Thompson, I've been thinking about this for a while now, but I never thought you'd bring it up yourself. What's changed?"

"I dunno," Flash said, rubbing the back of his neck. "I mean, a few months ago, I was a normal kid in a normal high school, so I guess... everything?"

"Mm. So do you have any ideas about how to actually _do_ this?"

"Well, uh... I kinda thought you might..."

Fury rose. "As a matter of fact, I have one or two."

* * *

"You want to do _what_?!" Spider Man sputtered. "Okay, in how many ways is this a completely insane idea? Let me count them. One: are you out of your _freaking_ mind?!"

"I'm doing it," Flash said bluntly.

"No, you're not! It's bad and irresponsible and... and unhero-like! See? Listen, this is your idol, Spider Man, telling you this is a crazy plan, and you should run away screaming! Like I feel like doing right now!"

"You don't think I can do it?"

"It has nothing to do with you!" Silence. "Fine, that sounded bad, but you know what I mean! It's about Venom. I don't like it. I've never trusted it. And you want to go into your head and poke at it with a stick?!"

"It's the best way. Fury said so. I'm sick of everyone keeping an eye on me just to make sure I don't bite their heads off while their backs are turned. If I'm gonna be a hero, I gotta have everyone's trust. And the best way to do it is to go into my skull and make sure Venom isn't gonna take me over again. Prove that I'm in control."

"Will you _listen_ to me? I went to bat for you!"

"I know. That's one reason I want to do this — to finally prove to everyone you were right."

"I...! But...! This...! You...! Arrrgh!" Spider Man reached up to pull his hair out, but remembered he was wearing the mask. It was like everything was trying to frustrate him today. He heaved a heavy sigh. "You're not changing your mind, are you?" he said dully.

"Nope."

"And I guess knowing for sure would be good..."

"Yep."

"Fine." Spider Man hated how pouty he sounded, but frankly, he felt pouty. "But I'm gonna be there to make sure nothing goes wrong."

"But... if something does go wrong... what can you do?"

"I don't know! But it'll be something! Something... useful! Whatever! If I let you do this one stupid thing, you can at least let me do this one stupid thing!"

Flash shook his head. "Pete— Spidey, it's not your fault I'm this way."

It was a sign of Spider Man's agitation that he didn't pause for even a moment to marvel at that rare bit of emotional insight from Flash Thompson. "Of course it is! It's _my_ DNA running around in that thing! And you weren't up on that rooftop getting Venom-ized because you were a big Scorpion fan!"

"Seriously, man, didn't you tell me once to take responsibility for my choices? I made them, not you. And I made this one. I'm doing it."

If there was one thing Spider Man hated (besides Aunt May's Meatloaf Mondays), it was having his own words thrown back at him. It was kind of like being slapped in the face with a dead fish. "All right. Fine. I'm fine with this." Of course, he was clearly anything but, but both young men decided to pretend otherwise. "When do you get started?"

"Uh... This afternoon?"

Spider Man sighed again. "Of course."

* * *

Spider Man pointed. "If you screw this up, I'm holding you personally responsible."

Danny Rand had his mask off, but his face was still as calm and serene as it ever was. "What I do doesn't matter. What matters is how seriously Flash takes this." He turned towards the isolation chamber. "And I think he will take it seriously."

"You bet I will!" Flash said enthusiastically from inside the specially built Venom-resistant cage of reinforced plexiglass, clapping his hands together.

"Do you still want to be here?" Danny asked, this time addressing Spider Man. "You must be absolutely silent. The concentration and focus Flash will need is enormous. We can't afford distractions. And since Flash is an amateur at meditation, we might not make progress for weeks, maybe months. This could end up a little... boring for an audience."

"I said I'd be here, and I'll be here." Spider Man crossed his arms obstinately. "Meditate away."

"All right." Danny turned back to Flash. "We'll start with the lotus position." He slid onto the floor smoothly and easily. "Now you." The two outside the cage winced as Flash turned his leg in a fashion that would make contortionists uncomfortable.

"Ow!"

"No, the other way... Good. Now close your eyes and try to clear your mind. Thinking is like speaking; what you want to do is _listen_."

"Got it." A brief pause. "Ommm..."

Danny cracked open an eye. "What are you doing?" he asked in a tone in which Spidey almost heard a tiny sliver of what could've been annoyance.

"Isn't that what you're supposed to—?"

"No."

"Oh. Okay."

"Breathe. Be aware of your breaths. Proper breathing is crucial..." Danny opened his eyes again. "And he's asleep."

"Sorry," Spider Man said, even though he had no idea why he was the one apologizing.

"No, this happens a lot. I did it a few times in the beginning," he said with a shrug. "Mind waking him up for me?"

"Sure." Spider Man casually entered the isolation chamber and put his head next to the dozing Flash's ear. "RISE AND SHINE, EUGENE!"

"Aaagh!" It was a shame — falling over ruined Flash's perfectly good lotus position.

And okay, Spider Man sort of underestimated how boring it'd end up being. It went on that way for days, then for weeks. His itch to get on his smartphone increased day by day. But even through the tedium, there were encouraging signs. Flash showed up on time every time — a miracle for those who remembered his tardy record at Midtown. Danny was having to give less and less instruction each time they met.

"I'm impressed," he said one afternoon. "The Flash Thompson I remember at Midtown would've been incapable of going this far this fast."

"Yeah, well... I ain't that guy anymore."

"No. You aren't."

Spider Man was still there, every time, even if he, like Flash, fell asleep a couple of times. But at least he wasn't supposed to be the student.

Then one day, about three and a half weeks in, it happened.

"Danny..." It was the first time Flash had spoken while in meditation since the beginning, but his voice was soft, faraway. Spider Man immediately snapped to attention, as did Danny. "I think... I think I feel it..."

"Reach out to it," Danny said, his hushed voice thrumming with excitement. "Gently."

"Okay... I—" Flash gasped. His eyes opened wide. They were pitch black.

"Whoa..." Spider Man said under his breath, almost recoiling. Yet Flash's relaxed posture and steady breaths hadn't altered in the slightest. "That's... Is that... good?"

"I think he's made contact with the symbiote."

"That doesn't answer my question."

"No, it doesn't. That answer is up to Flash now."

Both turned towards the unseeing classmate on the other side of the glass, and did the only thing they could do.

Wait.


	5. Chapter 5

"Hello?"

Flash had no idea what was going on. One second, he was sitting in the isolation chamber, meditating, feeling out the symbiote, and the next, he was... here. Wherever "here" was. It was all white, in all directions; the ground (if there even was a ground) was firm under his feet, but it was all white too.

He looked down at himself; he was wearing his favorite Midtown outfit again: letterman jacket, jeans, Spider Man t-shirt... Weird. None of this made any sense.

Then he half-remembered something Danny told him about, something about a "mindscape" or something like that? What was it he said? Oh, yeah, something about how it was "how the mind translates what you find within your soul" or whatever.

Huh, was he inside his own head? Kinda... empty, wasn't it? He was sure Peter would've had a dozen different jokes if he could've seen this.

Then a pool of black bubbled into being at his feet. "Whoa!" he cried, jumping back. Out of the pool emerged a shape, a human-like shape. Squelching and burbling, it formed into a very familiar form.

Agent Venom.

He — it — stood silently in front of Flash.

"Uh..." He struggled to remember what he'd agreed to do once he got to this point. Now that he was here, it was getting kind of hard to think. And how _was_ he thinking, for that matter, if he was inside his own head? "You... Uh... Venom?"

"Yes," Agent Venom rasped in his own voice. It said nothing more.

"Um... Hi." That elicited no reaction whatsoever. Flash grinned sheepishly. "Do you... uh... know why I'm here?"

"Yes." Again, nothing more.

"Then... how about it? I mean, you're here, right? We're stuck with each other. Maybe... maybe we should try to get along."

"I do not want to lose myself."

Flash blinked, startled, and not just at the length of the sentence. The idea that "getting along" might somehow destroy Venom as a separate entity hadn't even occurred to him... or anyone else. "Uh... No offense, dude, but... I didn't know you even had a... self."

"I am Venom," Agent Venom said. "I was born from pain and fear."

"Uh..." What the hell was he supposed to say to _that_? "That... sucks."

"I was born from pain and fear." Venom gestured, and suddenly, the white around them wasn't so... white anymore. They were in some kind of lab, everything was grey, and that... Was that Doctor Octopus? Heck, it couldn't be anyone else. He was staring into a glass tube, with something _black_ writhing inside. The tube was being shocked and filled with gas, and Flash could hear shrieks as the black thing grew in volume... Dr. Octopus cackled. Was this... was this how Venom was created? "You were born from pain and fear."

Flash started. "What?"

The scene around them shifted, into a room he remembered only too well.

_"No son of mine gets C's!"_

_"But Dad—!"_

_"Daddy, don't—!"_

_"Stay out of this, Jesse! You be a good little girl, or—"_

_"Don't touch her—!"_

_Smack!_

_"Oh, you think you can take on your old man, huh? Let's see what you've got, kid..."_

"Okay, okay, I get it!" Flash still didn't get this whole "mindscape" thing, but the hot tears on his cheeks sure felt real. He wiped them away on his sleeve. He didn't just see it again — some part of him actually _experienced_ it all over, and damn if it didn't hurt as fresh as it did then...

"My best hosts were born from pain and fear."

"Wh-what?" The scenes shifted again, one after another.

_"It's... It's the same guy. The one I couldn't be bothered to catch. He killed Uncle Ben...!"_

Shift.

_"Dad... I really need to talk..."_

_"Not now, Harry; I've got a conference call with Shanghai. Can it wait until tomorrow?"_

_"I... Yeah. Sure."_

Shift.

 _"You're_ joking _! That brat, king?"_

_"And who else deserves it as much, MacDonald? You?"_

_"He abandoned K'un-Lun! I've given my_ life _to this place...!"_

_"And you have served well. But that is not for us to decide. That is for you and Daniel to decide in honorable combat."_

_"This isn't fair...!"_

Puzzle pieces were starting to fit together in Flash's head. "You mean... You're, like, attracted to, uh, pain and fear? Or something like that?"

"Yes."

"Why?"

There was a long silence. Then Venom said the last thing Flash expected: "I... do not know."

"Well, uh..." He brightened. "Maybe since you were made out of Spider Man's DNA, you wanted to help people!"

"I do not 'help'." The reply almost sounded... offended? "I am Venom."

"Okay, so you're Venom. You've got a self. Fine. What's it like?"

Another silence. "I do not know."

"Wow... That's kind of sad."

"Yes." The tone was just as flat as before.

"So... Why were you attacking everybody before when you were with Spider Man and Harry?"

"Pain. Fear."

"Oh. Yeah. Right. Makes sense, I guess. So then, I guess... I'm your perfect host. Why?" There was no response. Flash waited, but none came. "That somethin' else you don't know?" Still no answer. "But if you don't wanna help people, why bond with me? You know what's in my head, right?"

Finally, an answer: "... Yes."

"Then you know what I want to do, right?"

"Yes."

"I'm not gonna be attackin' people because of pain and fear." A thought came into Flash's mind; his breath was almost literally taken away. "I already did that..." His eyes widened. "Is that why?" he asked somewhat tremulously. "Because... because I was doin' what you were doin'?" Of course, Venom chose that moment to stop responding again. "Were you, like... lookin' for someone who'd understand? Then why didn't you do that the first time you took me over? Was it because I was still bullyin' Peter and the others then?" Flash rubbed his forehead. "Aggh, this stuff is givin' me a headache!" Venom still hadn't said anything; Flash was starting to feel like he was talking to a brick wall or something. "So how come I can control you now when I couldn't the first time? When Harry and even Spidey couldn't? I mean, Spidey's a hero; you could've stayed with him." Flash thought for a moment. "But he was never a bully. Like I was. Like you kinda were. Huh, all of this is kinda making sense, in a weird sorta way." He looked around; if only he had somewhere to sit... But then, he was in his mind, so he shouldn't need to sit, right? The headache was coming back again. "So that's why I've been in control? 'Cause you _wanted_ to go along with what I wanted to do?"

"Hero."

It was the first word Venom had said in a long time; it startled him. "What?"

"You want to be... a hero."

"Well... Yeah. Spidey and that thing with Alex really woke me up, y'know? I said I was Spider Man's biggest fan, but I wasn't actin' anything like he woulda wanted me to. Heck, I was even _bullying_ him, and I didn't even know it!" Flash laughed weakly. "Funny, huh? What was that thing from English class again...? Irony? Yeah, that's it, irony." He sighed. "The thing is... one of the reasons I decided I needed to change just wasn't that Alex hated me so much, it was that Spider Man saved me. That made me realize that I admired him 'cause he was strong and could shoot webs and made funny jokes, but he does _so_ much more than that. There's a lot more to being a hero than being able to lift heavy stuff. That really made me think. A lot. There's your... attitude, I guess. The way you treat people. And I was treatin' people like crap — bad enough that one actually wanted to hurt me back. I did that." His next words started to catch in his throat, but he knew he had to say them. "My dad did that. I was just like him. And if you've spent time in my head, you'd know that's the _last_ thing I ever wanted to be." He threw up his hands in frustration; why couldn't the words come as easily for him as it seemed to for Peter? "So... yeah. I guess I understand you better now. Sounds like we're kinda coming from the same place, doesn't it?" Venom didn't answer, but he didn't expect him to. Until...

"I know now."

Flash stared; Agent Venom's mask gave nothing away. It was kinda creepy; was that how other people saw him? "Know what?"

"Why. Why some hosts called me so strongly. Why you did."

"Oh." A pause. "So? What's the reason?"

"Those born in pain, born in fear. Some do good. Some do evil. You... do both."

"Uh..." Wow, someone had actually called his bullying "evil." Now that he thought about it, there really wasn't better ways to describe it. Wow. Again. "I guess...?"

"Why? How?"

"I... I dunno. People are kinda weird that way."

"Want to learn."

Flash stopped short. "Huh?"

"I want to learn how, why. How does evil become good?"

"Um, why do you care?"

"It's change."

"Huh, and you're all about change, aren't ya? I mean, that's your entire power in the first place." Flash stroked his chin, distantly thinking how weird it was that he could feel his own skin even though he was apparently in his mind. Then again, what part of anything that had happened to him in the past months _wasn't_ completely strange?

"Maybe..." There was something different in Venom's tone. Flash couldn't even begin to describe what, but he heard it. "If you can... I can."

"Really? You wanna be good?" Silence. "Why?"

"Tired of pain. Tired of fear. Good is change." The Agent Venom mask twisted in what actually looked a little bit like a smile. It was even creepier than anything Venom had or hadn't done so far. "Change is good."

"Okay, then... So no more tryin' to hurt people?"

"No."

"No tryin' to take me over?"

"No."

Flash raised an eyebrow. "How do I know I can trust you?"

Venom stared at him for a moment before responding. "We are joined. What do you feel from me?"

Flash concentrated, tried to open his mind the way Danny taught him, tried to feel what he could from the being in front of him. Bits and pieces of emotions jabbed at his chest: fear, curiosity...

Hope...

Flash knew deep down that this was his last chance to back away. Was he sure about this?

As sure as he could get about anything.

"I believe you," he said. He extended a hand. "I guess we're... kinda partners, then."

Venom stared down at the hand before clasping it in his own. "Yes. Partners."

Then the blackness spread over Flash's hand and flowed up his arm.

* * *

To the outside world, it took only a couple of minutes.

Flash's eyes opening. The blackness in them.

Only a couple of minutes.

Then the entire isolation cage was suddenly filled with the symbiote, as if Flash were lost in an explosion of night.

Spider Man automatically recoiled, even though the cage walls seemed to be holding it in. "Whoa!"

Then the roiling goo compressed back into a humanoid form, entirely dark except for the white spider across its chest.

"We... are... Venom!"

"Oh boy," Spider Man breathed.

Then the mask flowed away, revealing Flash Thompson's face. "... _And_ Flash! We're both, at the same time!" He thrust his fists into the air. "And it feels _awesome_!"

Somewhere in Spider Man's brain, a chibi Spidey clutched its chest, screamed "Aah! My heart!", spun on one heel, and fell to the ground with little X's over its eyes.

"Flash...?" Danny approached the cage.

"Wait...!" Spider Man called out. "He could still be—!"

"No." Danny stared right into Flash's eyes. "I can see it in him now: a new inner peace." He nodded firmly to himself and turned back to Spider Man. "He did it."

"Oh, man, _did_ I! Venom and I talked things out..."

"You _talked_ to Venom?" Spider Man repeated in disbelief.

"And we, like, merged or something! Now I can do all those things I knew I could! Look!" The symbiote shifted, took on new color. Now Flash was dressed as Spider Man remembered him at Midtown High. "I can look however I want now! I don't need this stuff anymore!" A set of football pads squirted out of Flash's shoulders seemingly out of nowhere and plopped onto the floor. "Ugh, they kinda reek..."

"Flash..."

"Oh! Hey!" The symbiote shifted again, and suddenly, Flash was wearing a white hooded outfit and a grim skull mask. "Oooh, look at me!" he said in a deep voice. "I'm all scary and mean and I have a lightsaber like a huge nerd!"

"Hey!" Spider Man said sourly. "Liking Star Wars doesn't mean—!"

"And I think I've got someone else's memories."

"Whose?"

"Like... everyone who's ever been joined with Venom?"

"Uh..." Spider Man felt sweat soaking into his costume. "How many... memories?"

"Not much. Like, little bits and pieces and..." His clothes shifted back into his Agent Venom uniform. "Dude...! Gwen Stacy wrote a _poem_ about you? Why didn't you or Harry _tell_ me?"

"Oh, hey," Spider Man babbled, "we should let you out of that cage now!" He quickly tapped on the console, and the walls fell away. "Why don't we go tell Fury the good news!"

"Poem?" Danny repeated with an amused smirk. "About Spider Man? What was it like?"

"No time to chat gotta go come on Flash!" Spider Man as much as shoved Agent Venom out of the room as quickly as humanly possible.

Outside, they walked the halls of the Triskelion in silence for a few minutes, until Flash finally said, "Peter."

The use of the name, very firm and deliberate, stopped Spider Man cold. "Yeah?"

"Thanks. For everything. Again."

Spider Man coughed. He decided he could get used to this whole "gratitude" thing. "You're welcome. But you did the hard work yourself. I'm... I'm glad, Flash. I'm glad things worked out for you. I'm glad you're living out your dream. I think you'll make a great superhero."

"T-thanks. That really means a lot."

"Then you'll do me one little favor?"

"Anything."

Spider Man crossed his arms. "Forget about the poem."

"Aw, c'mon, it's cute!"

"It is _not_ cute!"

"She wrote it 'cause you saved her life, man! You shoulda let her submit it to the school paper like she wanted to!"

"If you tell _anyone_ about it, you're a dead man!" He stalked down the hall, Flash following.

"'Spider Man, Spider Man. Does whatever a spider—'"

"Shut up!"


	6. Chapter 6

"This?" Peter raised an eyebrow. "This is your first stop on your Flash Freedom Nostalgia Tour?"

Flash shrugged. "I wanna remind myself where I came from, y'know?"

Not that there was much "reminder"; what had once been an abandoned gas station was now just an empty lot. But Peter remembered it well; he knew they both did.

"Okay, there's something I've always wondered: how the heck did you get away with living on your own like that? What about your parents?"

Flash sucked in a sharp breath. "My parents were the _reason_ I did it."

"What?" It took Peter a second. "Oh."

"My dad's a drunk. And a cop. That's why I couldn't tell anyone. Who'd believe me?"

 _A lot more people than you think_ , Peter thought. But then, he knew such situations and assumptions were depressingly common. "What about your car?"

"An apology from my dad when he was sober once. Swore he'd never do it again, of course." Flash's voice was dull, lifeless; if Peter didn't know better, he would've thought Flash was staring at the bare concrete under their feet.

"But drunk or not, why didn't he look for you? What about your mom? Or anybody at Midtown?"

Flash cracked a small, pained smile. "My sister, Jesse. She ran — runs — all kinds of interference for me at home. My dad doesn't have anybody to beat up, my mom doesn't have to sit there and watch it, so it's win-win for everyone. I still don't know how she keeps all the lies straight, though..."

"Sister?"

"Yeah, I have a little sister. She's twelve, but smart as hell. She's gonna be somebody someday." Flash's eyes, his voice, grew wistful, fond, proud.

"Is she... safe?"

"At home? Yeah. I wouldn't have left if she wasn't, no matter how much she pushed. Even drunk, my dad has this thing about hitting women. That's one reason my mom..." He shuddered — he visibly shuddered. "She told me it was my fault for 'provoking' him."

"Flash... You know that's not true, right?"

"Yeah, I know. I've been seeing the shrinks at the Triskelion. Fury made me, but... it's kinda helping." He sighed. "I know it's not my fault. Only what I did _because_ of my dad... That's my fault."

"Flash..."

"I'm sorry, Peter," he said, not turning around, but his voice tightening. "I was just like my dad, and I shouldn't have and..." His shoulders were shaking, but he made no move to turn towards the boy he was speaking to. "I'm sorry," he repeated. "I never even thought about what I was doing, and that's not an excuse, but..."

"No, it's not," Peter said, "but you're not the first to do something like that, and you won't be the last. And you're trying to fix things, break the cycle... That's a lot more than most people do. As long as you keep trying, and don't let yourself turn into some kind of martyr, I think you'll be fine."

"Pete..." His voice was even tighter now. "I dunno if I deserve..."

"Maybe not, but I'm a victim here, so I think I've got some say, and I say, go for it. It's the best thing you can do, for yourself and everyone else."

Flash sniffled, his arm rising to his face. There was a long stretch of silence that Peter patiently waited through. When he turned around, his face was dry, but Peter wasn't sure anyone thought anyone was fooled. "Okay," he said, only the barest crack in his voice keeping him from sounding perfectly normal, "I'm done here."

"Where next, then?"

"I got someone I wanna see."

* * *

They waited outside the school gates as students poured out. Peter had no idea what she looked like, but he figured he'd know soon enough. As it turned out, he was perfectly right.

Out of the press of youngsters came a loud screech that dominated even the babble of a dozen different conversations at once. "Eugene?!" A girl with shoulder length blonde hair burst out of the crowd and launched herself straight into Flash's arms; it was probably only by Venom's strength that he wasn't bowled over. "Oh my god oh my god," she babbled breathlessly as she wrapped him in a hold that impressed even spider-strengthened Peter, "I've been so worried those guys from the boarding school gave me our code word but I had no idea what was going on and I got your letter but I couldn't actually talk to you and I had no idea when you'd come back..."

"Hey, Jess," Flash chuckled, patting his sister on the back. "How's it going at home?"

"Oh, who cares? How are _you_?!"

"I'm doing good." Flash paused. "I'm doing a lot of good, actually."

"That's mysterious," Jesse said with a grin that quickly vanished. "You're going to have to go back, aren't you?"

"Yeah."

"And you still can't explain what's going on or where you really are, can you?"

Peter choked. Flash heard, and smirked. "Hey, I told you she's smart." He turned back to his sister, who'd finally released him from her death grip. "Sorry, shrimp. But I'm gonna keep my promise, no matter what. The second I turn eighteen..."

"But you're safe?" Jesse asked insistently. "You're okay?"

Flash exhaled; Peter knew from hard experience what he was thinking: he was trying to figure a way to lie to a loved one without _actually_ lying (because obviously, the truth was that he wasn't by any normal definition "safe"). _If it were me_ , Peter thought, _I'd answer the "you're okay" part and let her draw her own conclusions. Yeah, that sounds good._ Even so, Peter still felt a stab of sympathetic guilt when Flash finally answered, "Yeah. Yeah, I am."

"Good." She now cast a hostile eye on Peter, which was simultaneously cute and terrifying. "And who are you?"

"Uh, Jesse, this is Peter. He's a... a friend who goes to the same school as me."

"I see." She gave him a piercing, judgmental stare. Finally, she nodded to herself; Peter wasn't sure what kind of decision she'd come to, but he was sort of glad he didn't know. "You'd better watch out for my brother," she snapped, "or I'm gonna stick your head on a pike."

"Uh..." Peter had never felt so discombobulated in his life, not even the time he faced down his first superpowered villain. "Wow."

Flash chuckled. "C'mon, shrimp, play nice. He doesn't deserve it."

Jesse rolled her eyes. "Okay, Eugene. For you." She looked over her shoulder. "Ugh, bus is here. If I'm not on it, Mom's gonna know something's up." She hugged her brother once more, but this embrace was gentler, more tender. "You keep me up on what you can keep me up on, okay?" she said, her voice muffled from her face being planted in Flash's shoulder.

"I will, I promise. Remember, the _instant_ Dad even _looks_ at you funny..."

"I know, I know! Sheesh! I can take care of myself!" With one last squeeze, she reluctantly released herself from her sibling. "I gotta go. Nice to meet you, Peter! Just remember: head! Pike!" She did the "I'm watching you" gesture with a cold glare before turning and sprinting toward the waiting school bus.

"Nice to meet you too," Peter said weakly, giving the girl a finger wave she didn't see as she disappeared onto the bus. The two waited until it drove away before speaking again. "Wow," he repeated. "Is she always like—" He stopped cold; Flash was still staring at the empty spot where the bus had been. "Flash...?"

"I wanted to take her web-slinging," he said in a low, soft voice. "She would've liked it. A lot."

"Oh." He clasped Flash on the shoulder. "Maybe someday, okay?" Flash still didn't move. "C'mon," Peter said gently, "we have more ground to cover."

"Yeah..." Flash seemed to literally shake himself back to himself. "Yeah, you're right. One more stop."

* * *

Midtown High had already mostly emptied out for the day, but Flash was still insistent on going. "Hey, look," he said, pointing at the upper floor of the east wing, "you can still see where they fixed that hole we busted open."

"Yeah." He watched Flash look up at the facade. "Is this another 'how far I've come' thing?"

"Kind of, I guess." He stuck his hands in his jeans pockets (it was still a little weird to Peter to remember that those jeans were actually made out of genetically engineered symbiote). "I mean, a lotta good things happened to me here."

"Eh, I could take it or leave it." Peter had meant to be flippant, and he mostly succeeded, but the hurt and guilty look that came over Flash's face still stung. "Sorry."

"No, you're right. Some of those good things happened 'cause I was a huge jerk." He paused. "Venom called what I did 'evil.'"

"Uh, are you sure you want to be listening to _Venom_ about right and wrong?"

"It's right, though. I mean, what else is there, if you're not bein' good?" Flash kicked at a pebble at his feet. "And it'd know, right? It seemed to know what the old Venom knew somehow..."

Peter sighed. "Look, Flash, I've told you: you can't just beat yourself up over the past. I know that personally, okay? Like I said, the best thing you can do is use those memories to motivate you."

"Like you, huh?" Flash said with a half smile.

"Well..." Peter sputtered. This whole "hero role model" thing was putting more pressure on him that he'd thought he'd feel. "I... I guess. But am I wrong?"

Flash laughed. "Nah. Nah, you're right. I guess I just—"

"Outta the way!" A small crowd of boys shoved their way past the two as they ran across the path in the direction of the football field.

"Hey! Jerks...!" Peter blinked. "Hey, weren't those...?"

"Sean, Jason, and Seymour?" Flash finished for him. "My old teammates? Yeah."

"They just pushed right by you! You've hardly been away from this school for a few months, and they didn't even seem to recognize you!" Peter fumed, not knowing exactly why he was so outraged. "I thought they were your friends!"

"They were... Once. I guess... I got replaced." He nodded towards the distant athletic field, where the boys were raucously laughing and back-slapping with a beefy boy Peter didn't recognize — someone they called "Eddie."

"Flash... I'm sorry..."

"Nah, it's okay. I mean, I might've cared before, but not anymore. It's not like I wanna be a hero 'cause of glory these days." He turned to Peter with a wry smile. "That's not why Spider Man does it."

"I, uh..." Why did it have to be so hard to be a damn role model?! "Are... are we done here?"

Flash took one last look at Midtown and sighed. "Yeah. I guess."

"Then do you mind if I stop somewhere?"

"Sure. Where?"

* * *

"Peter!" If he thought Jesse Thompson had been a powerhouse tackler, she was nothing compared to Mary Jane Watson. "Finally!" The bustling office around her utterly failed to pay the slightest attention to the scene, even with her shouting.

"Hey, MJ," he said with a laugh as he returned her strangling hug. "I promised you I'd visit, and here I am."

"That just means you knew what was good for you!" She looked over her shoulder. "Oh, uh, hi... Flash," she said, giving them both an odd look. "I didn't... expect to see you here too."

"Hi, Mary Jane," Flash said sheepishly.

"Uh, he goes to the same school I do now," Peter said. "He was visiting... home too, so he decided to tag along."

"Yeah, I heard that! So it was true! Wow." She looked between the two boys. "So you guys are... what? Friends now?"

The boys exchanged their own glance. What the hell could they call each other? Fellow trainees? Teammates? "Guy who used to bully me but now covers me with rocket fire while I web-sling the bad guys down?" In the end, there was only one answer he could give. "Yeah. Yeah, we are."

"Oh. Okay." MJ's face shifted; Peter was dying to know what Flash looked like in that moment, but turning around to look would've been too obvious. Instead, he let the moment pass. "Oh, I wish I could've come visit you at your new school! But your Aunt May said it was too far upstate..."

"Wait, she said that? When?"

"Like, the day after you left! I wanted to help you move in, but you forgot to give me the address, so I went to your apartment to ask, but your aunt kinda shot that idea down..."

"She did, huh?" That only confirmed what she'd told him that day, about how long she'd known. How many times had she covered for him without asking, without him even being aware of what she was doing? Something else to talk about the next time he was home, he supposed. "So..." He looked around him. "You're working for the Bugle now, huh?" _Talk about irony..._

MJ nodded rapidly, her smile blinding. "Yeah! I got the internship a few weeks after my interview with J. Jonah Jameson."

"So how is he as a boss?"

"Absolutely terrible!" she said brightly. "But I'm learning _so_ much from him about journalism! He's like that guy from that drummer movie..."

"Watson! Is that real estate story online yet?!"

"Speak of the devil..." She raised her voice as she turned towards the man storming towards them. "Yes, Mr. Jameson!"

"Good! Then maybe I won't fire you for wasting your time talking to..." He waved a hand towards the boys. "Whoever these are!"

"Oh, Mr. Jameson, I don't remember if you've met, but this is my best friend, Peter Parker." She shoved him towards Jameson.

"Uh... Hi."

Peter held out a hand, silently praying that Jameson would choose not to shake; he wasn't sure he'd ever get the slimy feeling off if he did. To his relief, his prayer was answered. Jameson merely stared down at the outstretched hand, as though it were a fly on his windshield, before saying, "Parker... I think I remember you."

"Y-yeah?"

"Watson showed me a few of your photos once. They actually weren't half bad... for a kid."

"Uh... thanks?"

Jameson turned his glower onto Flash. "And who're you?"

"Flash Thompson, sir."

"Thompson, Thompson... That name sounds familiar..."

"It does?" The words were out of Peter before he could stop them, but Jameson didn't seem to hear.

"Oh, yeah! Are you that teenage nut who kept sending those badly spelled e-mails telling me to lay off Spider Man?"

Both Peter and MJ turned towards the now reddening Flash. "Uh... Yeah. Yeah, that was me..."

Jameson stared for a moment, then burst out laughing. "Hah, finally! I finally get to meet you! I tell ya, kid..." He clapped a hand on Flash's shoulder; he flinched. "There were days when I wondered if it was all worth it, if maybe I was investing too much energy in destroying Spider Man. Maybe I was overreacting. Maybe I could give the guy a break. But then I'd get one of your stupid e-mails, and I'd think, with fans like _that_ , Spider Man _has_ to be a menace!" He slapped Flash on the back. "So thanks, kid, for giving me the strength to continue to smear that wall-crawler all over the Internet!"

Peter could _hear_ Flash's teeth grind.

"Uh, Mr. Jameson...?" A young intern was approaching, holding a large box. "I got Mr. Robertson's birthday cake." He placed the box on an empty table and opened it.

"Good. Lemme see it." Teenagers forgotten, he stalked towards the table. "If it's not perfect, I'm going to—"

Peter didn't see the evil smile come over Flash's face. Nor did he, or anyone else, see Flash's shadow under his feet stretch out across the floor, slipping under Jameson's shoes and untying them. Nor did they see the shadow tug at the now flapping laces. But everybody saw the result. Jameson cried out, his arms windmilling, but he wasn't able to arrest his fall before his face buried itself into the huge sheet cake on the table with a dull splat.

The entire office went quiet. No more chatter, no more ringing phones, not even the hum of computers. Every eye was staring at the sputtering Jameson as he slowly lifted up his cake encrusted face. It was as though the whole room, and every organism in it, was holding its breath.

Slowly, Jameson's eyes opened. "Is that... coconut?" He turned his baleful, sugary glare towards the cowering intern. "I told you, he _hates_ coconut!" he bellowed.

"I think we should be going," Peter said softly to MJ.

"Yeah, I think so too. Talk to you soon?" she added hopefully.

Peter smiled gently. "Yeah. Soon."

* * *

About ten minutes later, Spider Man and Agent Venom were sitting on the roof of the Bugle building, completely unseen except by the occasional passing pigeon. "Okay, you can't do things like that," the former said to the latter, "no matter how awesome and hilarious it is..."

"I know, I know," Agent Venom said with a sigh. "It's what a bully does, not a hero."

"Well... yeah, there's that. But mostly because now Mr. Robertson doesn't have a birthday cake, and MJ says he's a nice guy. See? You gotta think about these things."

"Oh. Okay." The wind was howling that many stories up, but neither seemed to mind. "Hey, did you mean it before? When you said I'd make a good superhero?"

"Well... yeah, sure. I mean, as long as you take your training seriously, I don't see why you couldn't be." It was only while he was speaking that it dawned on him how much it must mean to Flash to have his _hero_ , Spider Man, saying this to him. But he didn't bring it up, of course; that would've just made everyone feel even more awkward. It wasn't like both of them weren't acutely aware of all the issues there anyway. "Why? What do you think?"

"I dunno. It feels like the more I learn, the further away I feel..."

"Geez, that sounds familiar. You think I just jumped into the deep end of the pool ready? You've followed my career; you know how long it took me. And I didn't have SHIELD training me. See, Flash, even with powers, your best weapons are here." Spider Man tapped on his forehead. "And here." He tapped on his chest, over his heart.

Agent Venom stared for a moment, then laughed. "Man, you sounded like Captain America just then!"

"You think? Maybe he's rubbing off on me. God, I hope not. But it's true. Look at how many Avengers don't have any special powers, but they fight right next to Thor and the Hulk. You got the powers. I think you've got the heart. As for the brains, I'm sure you'll get— Uh..." Spider Man gulped. "That sounded a lot less insulting in my head."

Agent Venom laughed again. "It's okay. I know I'm not as smart as you or Cho... Or even Mary Jane or Jesse. But I'm learnin'. I think."

"Keep trying. Just keep trying. Find something that keeps you going, and you'll make it."

Agent Venom was silent for a moment, probably turning this over in his head. He nodded. "Thanks, Spidey. Again."

"Hey, no problem. We spider-types have to stick—" A distant explosion set billows of dust over the New York skyline. "Whoa, that can't be good." Spider Man got on his SHIELD watch. "Fury, was that—? Yeah, we just saw it. Okay. Okay, we're on our way." He slipped his glove back over it and turned to Agent Venom, who was already standing. "Feel like kicking some bad guy butt?"

Agent Venom slammed a fist into his opposite palm. "Do I ever!"

Spider Man shot out a web line. "Last one there has to scrub the Helicarrier deck!" He swung off without another moment's hesitation.

"Hey, no fair!" Agent Venom shouted as he shot a web line of his own. "Wait for me—!"

Then they were both gone, and the rooftop was quiet once more.


End file.
